Rights of Inclusion. (a) Except for any Transfer of Restricted Securities pursuant to clauses (i), (ii), (iii) (in the capacity of an Offeree only) and (iv) of Section 2.4(b), if the 399 Stockholders propose to Transfer, in one or more transactions, Restricted Securities representing more than 10% of the Restricted Securities on a Diluted Basis; provided, that this clause shall apply only to the extent such Transfers otherwise subject to the Inclusion Right in the aggregate exceed such 10% threshold; to any Person (the "Buyer") (the transferor being referred to herein is the "Transferor" and the securities proposed to be so transferred, the "Transferor Shares"), then, as a condition to such Transfer, the Transferor shall cause the Buyer to include an offer (the "Article III Offer") to each of the Stockholders holding shares of the same class (and series) as the Transferor Shares who are not Transferors (collectively, the "Offerees"), to sell to the Buyer, at the option of each Offeree, that number of shares of the same class of Restricted Securities as the Transferor, determined in accordance with Section 3.1(b), on the same terms and conditions as are applicable to the Transferor Shares. (For purposes of this Section 3.1, except as set forth in Section 3.1(b), shares of all classes of Common Stock together with Equity Equivalents (on an as-if-converted basis), shall be deemed one and the same class and series of Common Stock.) The Transferor shall provide a written notice (the "Inclusion Notice") of the Article III Offer to each Offeree, which may accept the Article III Offer by providing a written notice of acceptance of the Article III Offer to the Transferor within 30 days after delivery of the Inclusion Notice.
(b) Each Offeree shall have the right (an "Inclusion Right") to sell pursuant to the Article III Offer a Pro Rata number of its shares of Restricted Securities (the "Inclusion Shares") as is sold by the Transferor (to the extent the Transferor's securities are subject to the Inclusion Right); provided, however, that each Offeree's Inclusion Shares shall include: (i) first, that portion of such Offeree's Straight Shares subject to such Offeree's Inclusion Right; (ii) second, that portion of such Offeree's Vested Shares subject to such Offeree's Inclusion Right, and (iii) that portion of such Offeree's remaining shares of Restricted Securities subject to such Offeree's Inclusion Right. Any Offeree which owns Equity Equivalents may sell pursuant to the Article III Off...
Rights of Inclusion. (a) If the Partnership has a Tag-Along Right, upon receipt of a Transfer Notice, the Partnership shall promptly provide the Other Partners holding Common Units with a copy of such Transfer Notice.
(b) Each of the Other Partners shall have a right (“Resale Right”) to sell (the “Investor Tag Sale”) its Common Units to the Partnership (the “Tag Securities”) in an amount equal to (i) the number of Parent Partnership Units permitted to be Transferred by the Partnership under the Tag-Along Right multiplied by (ii) a fraction equal to (x) the number of outstanding Tag Securities owned by such Other Partner over (y) the number of outstanding Tag Securities owned by all of the Other Partners; provided, that to the extent that any Other Partner does not elect to Transfer all or a part of its Tag Securities, the remaining Other Partners holding Tag Securities shall have the right to Transfer such amount of their respective Tag Securities equal to their respective pro rata shares of such non-Transferred Tag Securities, based upon the amount of outstanding Tag Securities owned by such Other Partner relative to the outstanding Tag Securities owned by all of such remaining Other Partners. To the extent that any Other Partner elects to sell any Tag Securities pursuant to an Investor Tag Sale, such Other Partner shall sell such Tag Securities to the Partnership which shall sell a corresponding number of Parent Partnership Units to the Parent, whereupon such Other Partner shall receive consideration for its Tag Securities equal to such Other Partner’s pro rata share of any consideration received by the Partnership from Parent pursuant to the Investor Tag Sale (the “Tag Consideration”). Concurrently with the payment of such Tag Consideration, the applicable Tag Securities purchased by the Partnership shall be deemed cancelled, whereupon the Partnership shall have no further obligations with respect thereto. Notwithstanding anything to the contrary herein, each Other Partner’s receipt of the Tag Consideration is subject to the terms and conditions of the Tag-Along Sale as provided in the Parent LP Agreement.
(c) Each Other Partner who has a Resale Right shall provide written notice to the Partnership within five (5) days of the receipt of the Transfer Notice, and any Other Partner who fails to provide such notice within such time period shall be deemed not to have exercised its Resale Right, and the Partnership shall deliver a notice to the Parent of its exercise of the “Tag-...
Rights of Inclusion. (a) Executive shall not, directly or indirectly, Transfer, in any single transaction or series of related transactions to one or more Persons (each such Person an "Inclusion Event Purchaser") shares of any series or class of stock issued by the Company (collectively, "Inclusion Stock") in circumstances in which, after giving effect to such Transfer, whether acting alone or in concert with any other Stockholder (such parties referred to herein as "Selling Stockholders") would result in such Selling Stockholder(s) Transferring twenty-five percent (25%) or more of the outstanding shares of any such class of Inclusion Stock outstanding on the date of such proposed Transfer on a fully diluted basis (an "Inclusion Event"), unless the terms and conditions of such sale to such Inclusion Event Purchaser shall include an offer to AT&T PCS, the Cash Equity Investors, and the Management Stockholders (each, an "Inclusion Event Offeree") to Transfer to such Inclusion Event Purchasers up to that number of shares of any class of Inclusion Stock then beneficially owned (as defined in the Securities Exchange Act of 1934) by each Inclusion Event Offeree that bears the same proportion to the total number of shares of Inclusion Stock at that time beneficially owned (without duplication) by each such Inclusion Event Offeree as the number of shares of Inclusion Stock being Transferred by the Selling Stockholders (including shares of Inclusion Stock theretofore Transferred if in any applicable series of related transactions) bears to the total number of shares of Inclusion Stock at the time beneficially owned (without duplication) by the Selling Stockholders (including shares of Inclusion Stock theretofore Transferred if in any applicable series of related transactions). If the Selling Stockholders receive a bona fide offer from an Inclusion Event Purchaser to purchase shares of Inclusion Stock in circumstances in which, after giving effect to such sale would result in an Inclusion Event, and which offer such Selling Stockholders wish to accept, the Selling Stockholders shall then cause the Inclusion Event Purchaser's offer to be reduced to writing (which writing shall include an offer to purchase shares of Inclusion Stock from each Inclusion Event Offeree according to the terms and conditions set forth in this Section 2.3) and the Selling Stockholders shall send written notice of the Inclusion Event Purchaser's offer (the "Inclusion Notice") to each Inclusion Event Offeree, whic...
Rights of Inclusion. (a) In the event HB proposes to Transfer (as such term and other capitalized terms used herein are defined in Section 2 hereof), any HB Shares (the "Transferor Shares") to any Person (the "Buyer"), as a condition to such ----------------- ----- Transfer, HB shall cause the Buyer to offer (the "Inclusion Offer") to purchase --------------- from each Investor, at the option of each Investor, up to that number of Investor Shares determined in accordance with Section 1(b) on the same terms and conditions as are applicable to the Transferor Shares (including any consideration to be received by HB in the form of bonuses, consulting fees, noncompetition payments, pursuant to employment arrangements or similar arrangements), provided, that the Investors shall not be required to provide any representation, warranty or other undertaking other than with respect to its ownership of, and authority to Transfer, such Investor Shares free of any liens or encumbrances. HB shall provide prompt written notice to each Investor (the "Inclusion Notice") setting forth all the terms and conditions of the Inclusion ---------------- Offer, and each Investor may accept the Inclusion Offer in whole or in part by providing a written notice of acceptance to HB within twenty (20) days of delivery of the Inclusion Notice to such Investor.
(b) Each Investor shall have the right to sell, pursuant to the Inclusion Offer, Investor Shares representing the same percentage of all Investor Shares as the Transferor Shares are of all HB Shares; provided, however, that if such Investors elect not to exercise such right, HB shall nonetheless be entitled to Transfer all of the Transferor Shares described in the Inclusion Notice. In the event the number of Investor Shares for which Investors elect to exercise such right, along with the Transferor Shares and any other shares of the Company to be sold by other shareholders pursuant to any similar rights granted to such other shareholders, exceed the number of shares which the Buyer is willing to purchase, the number of shares to be Transferred to the Buyer by such transferor shall be reduced so that each transferor is entitled to Transfer the same percentage of its shares as each other transferor. If an Investor elects to exercise such right, such Investor may, in its sole discretion, determine the composition of the Investor Shares (i.e., the number of the AA Preferred Stock, Warrants, and Class A Common Stock to be included in the Investor Shares) to ...
Rights of Inclusion. 23 3.2 Article III Sales.................................................24
Rights of Inclusion. 4 7.1 Notice of Rights of Inclusion. . . . . . . . . . . . . . . . . . . 4 7.2
Rights of Inclusion. Law and Identity in the Life Stories of Americans with Disabilities. Chicago: Chicago University Press. Xxxxx Xxxxx, Xxxxx. 1988. Legal Pluralism. Law and Society Review, 22(5), 869-896.
Rights of Inclusion. (a) The Investor agrees not to Transfer (as defined in Section 5.1) all or any portion of the shares of Common Stock or other Securities it holds to any Person (individually, a “Third Party” and, collectively, “Third Parties”) unless each Existing Stockholder is given an opportunity to sell to the Third Party such number of shares of Common Stock or other Securities owned by such Existing Stockholder as is determined in accordance with Subsection 3.3 of this Section 3; provided, however, that the Existing Stockholders shall have no rights pursuant to this Section 3 with respect to Transfers by the Investor or a Permitted Transferee of the Investor of Securities (i) to any Permitted Transferee of the Investor, (ii) to any limited or general partner or employee of FSEP V, (iii) to any partner or member or employee of any Permitted Transferee of the Investor, or (iv) to any member of the immediate family or to any family trust of any Person described in subclause (ii) or (iii) above.
(b) Each of the Existing Stockholders agrees not to Transfer (as defined in Section 5.1) all or any portion of the shares of Common Stock or other Securities he holds to any Third Party unless the Investor is given an opportunity to sell to the Third Party such number of shares of Common Stock or other Securities owned by the Investor as is determined in accordance with Subsection 3.3 of this Section 3; provided, however, that the Investor shall have no rights pursuant to this Section 3 with respect to Transfers by the Existing Stockholders to any Permitted Transferee of the Existing Stockholders.
Rights of Inclusion. 19 3.2 Article III Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Rights of Inclusion. (a) Except for (i) any Transfer of Restricted Securities to a Permitted Transferee, (ii) any Transfer of Restricted Securities pursuant to a Demand Registration, a Piggyback Registration or a Rule 144 Transaction, and (iii) other Transfers of Restricted Securities (other than Transfers in respect of which an Inclusion Notice is delivered pursuant to this Section 10.2(a)) which, in the aggregate, comprise less than 20% of the LIH Stockholders' Original Ownership Level, and subject to paragraph (f) below, if any or all of the LIH Stockholders (the "Transferors") propose to Transfer any Restricted Securities (the "Transferor Shares") to one or more persons (the "Buyer"), then as a condition of such Transfer, the Transferors shall cause the Buyer to include a written offer (the "Section 10.2 Offer") to each of the BancBoston Stockholders, Liberty Mutual Stockholders and Mezzanine Stockholders (collectively, the "Offerees"), to sell to the Buyer, at the option of each Offeree, that number of shares of Restricted Securities determined in accordance with Section 10.2(b), on the same terms and conditions as are applicable to the Transferor Shares, all of which terms shall be specified in the Section 10.2
